Common use of Antitrust Laws Clause in Contracts

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.310.2, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto Party agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private PersonAuthority, in each case regarding any of the transactions contemplated by this AgreementTransactions; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto Party is prohibited from participating in or attending any meetings or conferences, the other parties hereto Parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated herebyTransactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.. 77

Antitrust Laws. Without limiting Purchasers, Seller and the generality of Section 10.1 and Section 10.3Company agree to use reasonable best efforts to make, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessarycause their Affiliates to use reasonable best efforts to make, proper or advisable to cause any necessary filings under the expiration or HSR Act within five business days after the date hereof, which filings shall include a request for early termination of the applicable waiting periods period under Antitrust Laws the HSR Act. Purchasers, Seller and the Company shall, and shall cause their Affiliates to, comply at the earliest practicable date with any request under the HSR Act to provide information, documents or other materials requested by any Governmental Authority. Purchasers shall, and shall cause their Affiliates to, use their reasonable best efforts to resolve as soon as practicable, including practicable any objections asserted by requesting early termination of any Governmental Authority with respect to this Agreement or the waiting period provided for under the Antitrust Lawstransactions contemplated hereby. Each party hereto of Purchasers, on the one hand, and Seller and the Company, on the other hand, shall, and shall cause their respective Affiliates to, coordinate and cooperate with the other party in connection with its their and their Affiliates' efforts to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals and authorizations for under the transactions contemplated by this Agreement under any Antitrust LawHSR Act, use its commercially reasonable efforts to: including (iw) cooperate cooperating in all respects with each the other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (iix) keep keeping the other parties reasonably party promptly informed of any material communication received by such party or its Representatives from, or given by such party or its Representatives to, any of their Affiliates from any Governmental Authority and Authority, including the Federal Trade Commission or U.S. Department of any communication received or given in connection with any proceeding by a private PersonJustice, in each case regarding any of the transactions contemplated by this Agreement; , (iiiy) permit a Representative of providing the other Parties party and their respective outside counsel advisors (or just their advisors, to the extent necessary to protect competitively sensitive information) with a reasonable opportunity to (1) review and approve the content of any communication given by it tocommunication, and consult with each presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (2) consult with the other party prior to any meeting or conference with, with any Governmental Authority or, in connection with any proceeding by a private Person, with any other PersonAuthority, and (3) to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, and (z) providing such other information and assistance to the other parties hereto party or their advisors as the other party may reasonably request in connection with the foregoing. Purchasers shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in be responsible for the payment of all filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending fees under the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental AuthorityHSR Act.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, (a) Notwithstanding anything to the extent required under any Laws that are designed to prohibitcontrary herein, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, Purchaser shall in each case, at such party’s sole cost connection with this Agreement and expense, with respect to the transactions contemplated hereby hereby: (i) as promptly as practicable, take all actions necessary to supply file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws; (ii) use its reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and under any other applicable Antitrust Law, as promptly as reasonably practicable, and in any event prior to the End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information and or documentary material that may be reasonably requested pursuant to received by it or any of its Affiliates from any Antitrust Laws Authority; and to take all other actions reasonably necessary(iv) consult and cooperate with Seller, proper or advisable to cause and consider in good faith the expiration or termination views of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shallSeller, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other written communications made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws. Seller shall (x) as promptly as practicable take all actions necessary to file or cause to be filed the filings required of it or any of its efforts to obtain all requisite approvals Affiliates under any applicable Antitrust Laws in connection with this Agreement and authorizations for the transactions contemplated by this Agreement under any Antitrust Lawhereby; and (y) consult and cooperate with Purchaser, use its commercially reasonable efforts to: (i) cooperate and consider in all respects with each other party hereto or its Affiliates good faith the views of Purchaser, in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or submission and other written communications made or submitted by or on behalf of any Party in connection with proceedings under or relating to any investigation Antitrust Laws; and (z) at the earliest practicable and advisable date comply with (or other inquiry, including properly reduce the scope of) any proceeding initiated formal or informal request for additional information or documentary material received by a private Person; (ii) keep it or any of its Affiliates from any Antitrust Authority. Each of the Parties will promptly notify the other parties reasonably informed Party of any written communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, Party from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by hereby. Neither Party will participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement; (iii) permit a Representative of Agreement or the transactions contemplated hereby unless it consults with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, each Party will furnish the other parties hereto shall keep Party, through its counsel, with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory other than the portions of such correspondence, filings and written communications that include confidential or competitive argument, and/or responding proprietary information not directly related to requests or objections made the transactions contemplated by any Governmental Authoritythis Agreement.

Antitrust Laws. Without In addition to and without limiting the generality foregoing, Bayer and Purchaser will (a) take promptly all actions necessary to prepare any filings, required of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for them under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (iib) keep the other parties make such filings as soon as reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreementpracticable; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (vc) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information received by any of them from any Governmental Authority with authority regarding antitrust or competition matters; and (d) reasonably cooperate with each other in connection with the filing preparation and making of any such filings and the clearance of the Contemplated Transactions under Antitrust Laws. Notwithstanding the foregoing, nothing in this Agreement shall require Purchaser or Bayer or any of their respective Affiliates to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner, or agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner, or permit or agree to the sale, holding separate, licensing or other disposition of, any assets of Purchaser or Bayer or any of their respective Affiliates, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a Governmental Authority or any other Person or for any other reason. Each party agrees to notify the other party promptly of any material communication from a Governmental Authority regarding the Contemplated Transactions. Without limiting the generality of the foregoing, each party shall provide to the other party (or its Representatives) upon request copies of all correspondence and written productions between such party and any Governmental Authority relating to the Contemplated Transactions. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other party under this Section 9.3.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the party providing such materials. Subject to Legal Requirements, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, white papersbriefs, filingsarguments, correspondence and proposals made or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding submitted to requests or objections made by any Governmental AuthorityAuthority regarding the Contemplated Transactions by or on behalf of any party.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, (a) Subject to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect terms and conditions of monopolization or restraint this Agreement each of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost Seller and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto Purchaser shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Laweach of Seller and Purchaser shall cause their respective Subsidiaries to, use its commercially reasonable best efforts to: (i) cooperate as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof (or at such later time, not to exceed the twentieth (20th) Business Day, as may be requested by Purchaser in writing to permit the occurrence of pre-filing conferences with any applicable Governmental Entity), or on such other date as the Parties may agree, take all respects with each other party hereto actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with any filing or submission this Agreement and in connection with any investigation or other inquiry, including any proceeding initiated by a private Personthe transactions contemplated hereby; and (ii) keep at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of the Parties will promptly notify the other parties reasonably informed Party of any written or, if not written, material, communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, Party from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) hereby, and, subject, in each case, to applicable Law, if practicable, permit a Representative of the other Parties and their respective outside counsel Party to review any communication given by it to, and consult with each other in advance any proposed written communication to any such Antitrust Authority and incorporate the other Party’s reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any meeting filing, investigation or conference withinquiry concerning this Agreement or the transactions contemplated hereby unless, any Governmental Authority orto the extent reasonably practicable, it consults with the other Party in connection with any proceeding by a private Personadvance and, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. Without limiting the generality of the foregoing, articulating subject to applicable Law, each Party shall provide to the other Party (or its Representatives) upon request copies of all correspondence between such Party and any regulatory Antitrust Authority and all productions by such Party to any Antitrust Authority, in each case relating to the transactions described herein. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.5(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or competitive argumentdirectors of the recipient without the advance written consent of the Party providing such materials. In addition, and/or responding to requests the extent reasonably practicable, all discussions, telephone calls, and meetings with an Antitrust Authority regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or objections made submitted to any Antitrust Authority regarding the transactions described herein by or on behalf of any Governmental AuthorityParty.

Antitrust Laws. Without limiting (a) Each of Parent, PCP and the generality Company shall: (i) as promptly as practicable on December 18, 2017, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade HSR Act (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicableand, in each caseconnection therewith, at such party’s sole cost request early termination); (ii) use reasonable best efforts to take all actions necessary to obtain HSR Clearance and expense, any other consents required from any Governmental Body or authority having jurisdiction with respect to the transactions contemplated hereby as promptly as practicablepursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (iii) at the earliest practicable date, to supply as promptly as reasonably practicable comply with any formal or informal written request for additional information and or documentary material that may be reasonably requested pursuant to received by it or any of its Affiliates from any Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust LawsAuthority. Each party hereto shallof Parent, in connection with its efforts PCP and the Company will: (A) promptly notify each other of any substantive written communication made to obtain all requisite approvals and authorizations for or received by Parent, PCP or the transactions contemplated by this Agreement under Company, as the case may be, from any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreementhereby; (iiiB) subject to applicable law, permit a Representative each other to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend and participate in (D) furnish each other with copies of all substantive correspondence, filings and written communications between such meetings Party and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in their Affiliates and their respective Agents, on one hand, and any such Antitrust Authority or attending any meetings or conferencesits respective staff, on the other parties hereto shall keep such party promptly and reasonably apprised hand, in each case, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated herebyhereby (provided, articulating however, that the Parties shall not be required to share the Notification and Report Form filings made under the HSR Act and that any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityinformation may be deemed outside counsel only).

Antitrust Laws. Without limiting (a) Each Party shall: (i) as promptly as practicable but in no event later than the generality tenth (10th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost connection with this Agreement and expense, with respect to the transactions contemplated hereby hereby; (ii) use its best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and under any other applicable Antitrust Law, as promptly as practicable, and in any event prior to supply as promptly as reasonably the End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information and or documentary material that may be reasonably requested pursuant received by it or any of its Affiliates from any Antitrust Authority; and (iv) consult and cooperate with the other Party, and consider in good faith the views of such other Party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other written communications made or submitted by or on behalf of any Party in connection with proceedings under or relating to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the any Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for of the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep Parties shall promptly notify the other parties reasonably informed Party of any written communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, Party from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by hereby. Neither Party shall participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement; (iii) permit a Representative of Agreement or the transactions contemplated hereby unless it consults with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, each Party shall furnish the other parties hereto shall keep Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required a) If a filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicableMerger is required under the HSR Act, each of Company and Parent shall cause to supply as promptly as reasonably practicable any additional information be made an appropriate filing of all pre-merger notification and documentary material that may be reasonably requested report forms pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination HSR Act no later than ten (10) Business Days after the date of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting Agreement. Each such filing shall request early termination of the waiting period provided for under imposed by the HSR Act. Prior to making any filing pursuant to the HSR Act, each of Company and Parent shall provide the other Party with all drafts thereof and afford the other Party a reasonable opportunity to comment on such drafts. Company and Parent shall use their respective commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") or the Antitrust Laws. Each party hereto shall, Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by antitrust matters; provided, that nothing contained in this Agreement under shall be deemed to preclude either Company or Parent from negotiating reasonably and in good faith with any Antitrust LawGovernmental Authority regarding the scope and content of any such requested information or documentation, provided that such negotiations are conducted promptly and diligently. Company and Parent shall use its their respective commercially reasonable efforts to: (i) cooperate in all respects with each to overcome any objections that may be raised by the FTC, the Antitrust Division or any other party hereto or its Affiliates in connection with any filing or submission Governmental Authority having jurisdiction over antitrust matters. Each of Parent and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) Company shall keep the other parties reasonably informed Party promptly apprised of any communication received by such party communications with, and inquiries or its Representatives requests for information from, or given by any such party or its Representatives toGovernmental Authority, any Governmental Authority and including promptly providing to the other Party copies of any communication received or given in connection such written communications, and shall consult with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference with, with any such Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, (and to the extent permitted by such the applicable Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties Party the opportunity to attend and participate in any such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in meeting or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityconference).

Antitrust Laws. Without limiting (a) Each of Parent and the generality Company shall: (i) as promptly as practicable, but in no event later than six (6) Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, HSR Act with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information (it being understood that the Company and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting Parent shall request early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Persontherewith); (ii) keep use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities; and (iii) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent and the Company will (A) promptly notify the other parties reasonably informed Parties of any substantive written communication made to or received by such party Parent or its Representatives fromthe Company, or given by such party or its Representatives toas the case may be, from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; hereby, (iiiB) subject to applicable Law, permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance any proposed substantive written communication to any such Antitrust Authority and incorporate the other Parties’ reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any meeting filing, investigation or conference withinquiry concerning this Agreement or the transactions contemplated hereby unless, any Governmental Authority orto the extent reasonably practicable, it consults with the other Parties in connection with any proceeding by a private Personadvance and, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, in each case with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. Actions under (A), articulating any regulatory or competitive argument, and/or responding (B) and (C) of this Section may be limited to requests or objections made an outside counsel only basis to the extent reasonably deemed necessary by any Governmental Authoritythe Parties.

Antitrust Laws. Without limiting The Parties agree to make, and to cause their Affiliates to make, any necessary filings under the generality of Section 10.1 Xxxx-Xxxxx-Xxxxxx Act and Section 10.3, any other applicable antitrust Laws as soon as practicable and no later than ten Business Days after the date hereof (provided that the Parties will use their respective reasonable best efforts to make such filings no later than five Business Days after the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”date hereof), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or which filings shall include a request for early termination of the applicable waiting periods period under Antitrust the Xxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws. The Parties shall, and shall cause its Affiliates to, comply at the earliest practicable date with any request under the Xxxx-Xxxxx-Xxxxxx Act or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. The Parties shall, and shall cause its Affiliates to use their reasonable best efforts to respond to any questions or any objections asserted by any Governmental Authority with respect to this Agreement or the Transactions and to resolve as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto The Parties shall, and shall cause its Affiliates to, coordinate and cooperate with each other in connection with its their efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under respond to any Antitrust Lawquestions or objections, use its commercially reasonable efforts to: including (iA) cooperate cooperating in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (iiB) keep the keeping each other parties reasonably promptly informed of any material communication received by such party Buyer or any of its Representatives from, or given by such party or its Representatives to, Affiliates from any Governmental Authority and Authority, including the Federal Trade Commission or U.S. Department of any communication received Justice or given in connection with any proceeding by a private Personsimilar foreign Governmental Authority, in each case regarding any of the transactions contemplated by this Agreement; Transactions, (iiiC) permit a Representative of the providing each other Parties and their respective outside counsel advisors with a reasonable opportunity to (x) review and approve the content of any communication given by it tocommunication, and presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (y) consult with each other in advance of prior to any meeting or conference with, with any Governmental Authority or, in connection with any proceeding by a private Person, with any other PersonAuthority, and (z) to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (vD) use commercially reasonable efforts to cooperate providing such other information and assistance as the Parties may reasonably request in connection with the foregoing. Buyer and Company shall be equally responsible for the payment of all filing of fees under the Xxxx-Xxxxx-Xxxxxx Act and any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityantitrust Laws.

Antitrust Laws. Without limiting (a) Buyer shall and Seller shall cause the generality Company to (i) make all filings required of Section 10.1 and Section 10.3, to each of them under the extent required under any HSR Act or other Antitrust Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicablepracticable and, to supply as promptly as reasonably in any event, within twenty (20) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within ten (10) Business Days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any additional information and documentary material that may be reasonably requested pursuant to request under the HSR Act or other Antitrust Laws and to take all for additional information, documents, or other actions reasonably necessarymaterials received by each of them from the Federal Trade Commission (the “FTC”), proper or advisable to cause the expiration or termination Antitrust Division of the applicable waiting periods under Antitrust Laws as soon as practicableDepartment of Justice or any other Governmental Entity in respect of such filings or such transactions, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (iiii) cooperate in all respects with each other party hereto or its Affiliates in connection with any such filing or submission and in connection with resolving any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed inquiry of any communication received by of the FTC, the Antitrust Division of the Department of Justice or other Governmental Entity under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or its Representatives from, or given by such party or its Representatives to, other filing to be made pursuant to any Governmental Authority and of any communication received or given applicable law in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of . Each such party shall promptly inform the other Parties and their respective outside counsel to review parties hereto of any oral communication given by it towith, and consult with each other in advance provide copies of any meeting or conference written communications with, any Governmental Authority or, Entity regarding any such filings or any such transaction. No party hereto shall participate in connection any meeting with any proceeding by a private PersonGovernmental Entity in respect of any such filings, with any investigation, or other Personinquiry without giving the other parties hereto prior notice of the meeting and, and to the extent permitted by such Governmental Authority or other PersonEntity, give a Representative or Representatives of the other Parties the opportunity to attend and participate participate. Subject to Applicable Law, the parties hereto will consult and cooperate with one another in such meetings connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and conferences; (iv) in the event a Representative proposals made or submitted by or on behalf of a any party hereto is prohibited from participating in relating to proceedings under the HSR Act or attending other Antitrust Laws. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any meetings or conferences, competitively sensitive material provided to the other parties hereto under this Section 7.11 as “outside counsel only” or “counsel only.” Such materials and the information contained therein shall keep be given only to the outside legal counsel of the recipient and will not be disclosed by such party promptly outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Seller or Buyer, as the case may be). All filing fees and reasonably apprised charges payable to any Governmental Entity in connection with respect thereto; and (v) use commercially reasonable efforts to cooperate in filings under the filing of any memoranda, white papers, filings, correspondence HSR Act or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made Antitrust Laws shall be borne equally by any Governmental AuthoritySeller and Buyer.

Antitrust Laws. Without limiting (a) Parent and Merger Sub shall: (i) as promptly as practicable but in no event later than the generality tenth (10th) business day following the date hereof, take all actions necessary to file or cause to be filed the filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed in connection with this Agreement and the transactions contemplated hereby; (ii) take all actions necessary to prohibitobtain the required consents from Antitrust Authorities, restrict including the expiration or regulate actions having termination of any waiting period under the purpose or effect of monopolization or restraint of trade HSR Act and/or clearance under any other Antitrust Law (the “Required Antitrust LawsConsents”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, and in any event prior to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination later of the applicable waiting periods under Antitrust Laws as soon as practicableEnd Date and the Extended End Date, including by requesting early termination of if applicable; provided, however, that any such action shall be conditioned on the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any consummation of the transactions contemplated by this Agreement; (iii) permit a Representative at the earliest practicable date comply with (and properly reduce the scope of) any formal request or any reasonable informal request, in each case, for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; and (iv) subject to applicable Law, consult and cooperate with the Company, and consider in good faith the views of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority orCompany, in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private Personor on behalf of any party in connection with proceedings under or relating to any Antitrust Laws. The Company shall (x) as promptly as practicable but in no event later than the tenth (10th) business day following the date hereof, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (y) at the earliest practicable date comply with (and properly reduce the scope of) any formal request or any reasonable informal request, in each case, for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (z) subject to applicable Law, consult and cooperate with Parent, and consider in good faith the views of Parent, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Laws. Each of Parent, Merger Sub, the Stockholders’ Representatives and the Company will promptly notify the other Personparties hereto of any written communication made to or received by it from any Antitrust Authority regarding any of the transactions contemplated hereby, and, subject to applicable Law, if practicable, permit the other parties hereto to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other parties’ reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties parties the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. Notwithstanding anything to the contrary, articulating the parties agree that, except as otherwise provided by Law, any regulatory or competitive argumentand all proceedings, and/or responding hearings and other dealings with Governmental Entities relating to requests or objections made antitrust matters shall be led by any Governmental AuthorityParent and its Representatives; provided, that Parent may make all final strategic decisions after consulting in good faith with the Company.

Antitrust Laws. Without limiting (a) Buyer shall and Seller shall cause the generality Company to (i) make all filings required of Section 10.1 and Section 10.3, to each of them under the extent required under any HSR Act or other Antitrust Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicablepracticable and, to supply in any event, within fifteen (15) Business Days after the date of this Agreement in the case of all Notification and Report Form filings required under the HSR Act and, as promptly as reasonably practicable, in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any additional information and documentary material that may be reasonably requested pursuant to request under the HSR Act or other Antitrust Laws and to take all for additional information, documents, or other actions reasonably necessarymaterials received by each of them from the FTC, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shallDivision or any other Governmental Entity in respect of such filings or such transactions, and (iii) reasonably cooperate with each other in connection with its any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entity under any Antitrust Laws with respect to any such filing or any such transaction. Each such Party shall use commercially reasonable efforts to obtain furnish to each other all requisite approvals and authorizations information required for any application or other filing to be made pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by Transaction Documents. Each such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of Party shall promptly inform the other Parties and their respective outside counsel to review hereto of any oral communication given by it towith, and consult with each other in advance provide copies of any meeting or conference written communications with, any Governmental Authority or, Entity regarding any such filings or any such transaction. No Party shall participate in connection any formal or substantive meeting with any proceeding by a private PersonGovernmental Entity in respect of any such filings, with any investigations, or other Personinquiry without giving the other Parties prior notice of the meeting and, and to the extent permitted by such Governmental Authority or other PersonEntity, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferencesparticipate. Subject to Applicable Law, the other parties hereto shall keep such party promptly Parties will consult and reasonably apprised cooperate with respect thereto; one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and (v) use commercially reasonable efforts to cooperate in the filing proposals made or submitted by or on behalf of any memoranda, white papers, filings, correspondence Party hereto relating to Actions under the HSR Act or other Antitrust Laws. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.11 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written communications explaining permission is obtained in advance from the source of the materials (Seller or defending Buyer, as the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authoritycase may be).

Antitrust Laws. (a) Parent and the Company shall ------------ -------------- together discuss and formulate the approach to be taken with respect to Antitrust Authorities; provided, however, that Parent shall have the right to -------- ------- determine the overall strategy with respect to any filings, submissions of information or documentary materials to, proceedings or negotiations with, or any other discussions, meetings, consultations, conversations or interactions with (collectively, "Contacts"), any Antitrust Authority. Without limiting the -------- generality of Section 10.1 and Section 10.3the foregoing, but subject to the extent required under immediately succeeding sentence, prior to any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, Contacts with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust LawAuthority by Parent or any of its Subsidiaries or by the Company or any of its Subsidiaries, use its commercially reasonable efforts to: Parent and the Company shall each have the right to (i) cooperate in all respects with each the case of filings, submissions of information or documentary materials, review such Contacts prepared by the other party hereto and comment with respect thereto and the other party shall be required to incorporate into such Contacts all reasonable comments of Parent or its Affiliates in connection with any filing or submission the Company, as the case may be, and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep discuss prior to any Contacts the other parties reasonably informed appropriate approach to be taken with respect thereto. As part of its overall strategy, Parent shall determine the timing of any communication received by such party or its Representatives from, or given by such party or its Representatives to, Contacts with any Governmental Antitrust Authority and of any communication received or given Parent shall be entitled to act as the spokesperson in connection with any proceeding by a private Persontherewith; provided that, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority, Parent -------- shall afford the Company a reasonable opportunity to participate in any such Contacts; provided further, that the Company shall not initiate any material -------- ------- Contacts with any Antitrust Authority or any other Person, give a Representative or Representatives Governmental Authority regarding any of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated herebyhereby without Parent's prior consent, articulating it being understood that the Company may respond to any regulatory such Contacts or competitive argument, and/or responding to requests for Contacts which are initiated by any Antitrust Authority or objections made by any Governmental Authority, or as otherwise required by applicable Law. The parties hereto agree to provide to each other copies of all correspondence between it (or its advisors) and any Antitrust Authority relating to this Agreement or any of the matters described in this Section 7.09.

Antitrust Laws. Without limiting Each of the generality Buyer and the Company shall or shall cause its ultimate parent entity (as that term is defined in the HSR Act and as determined at the time of the Closing) to: (a) as soon as reasonably practicable and, in any event, within ten (10) Business Days following the date hereof (“HSR Filing Period”), take all actions necessary to file or cause to be filed the notification and report forms required pursuant to the HSR Act; provided that in the event that the FTC or DOJ is closed or not accepting such filings under the HSR Act (“Government Closure”) at any time during the HSR Filing Period, the HSR Filing Period shall be extended, day for day, for each Business Day the Government Closure is in effect; (b) subject to the limitations set forth herein (including the limits set forth in the third to last sentence of this Section 10.1 7.8), take all actions to obtain HSR Clearance and Section 10.3any other consents required from any Governmental Authority having jurisdiction with respect to the Contemplated Transactions pursuant to applicable Antitrust Laws (“Antitrust Authorities”) or any other applicable Governmental Authority; and (c) at the earliest practicable date, provide an appropriate response to any formal or informal reasonable written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority or other applicable Governmental Authority. The Parties shall: (i) promptly notify each other and Parent of any substantive written communication made to or received by either of the Parties, as the case may be, from any Antitrust Authority or other applicable Governmental Authority regarding the Contemplated Transactions; (ii) subject to applicable Law, permit each other and Parent to review in advance any proposed substantive written communication to any such Antitrust Authority or other applicable Governmental Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive in-person or telephonic meeting or discussion with any such Antitrust Authority or other applicable Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Contemplated Transactions unless, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as reasonably practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection it consults with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority Party and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Parent in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Antitrust Authority or other applicable Governmental Authority, gives the other Party or its Representative and Parent or its Representatives the opportunity to attend; and (iv) furnish each other and Parent with copies of all substantive correspondence, filings and written communications between either of the Parties, as applicable, and their Affiliates and their respective Representatives, on one hand, and any such Antitrust Authority, Governmental Authority or their respective staffs, on the other Personhand, give a Representative in each case, with respect to this Agreement or Representatives the Contemplated Transactions; provided, however, that neither of the Parties shall be required to share filings made under the HSR Act; and provided, further, that materials may be redacted before being provided by any of the Parties or Parent to any of the other Parties or Parent (x) to remove references concerning the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative valuation of a party hereto is prohibited from participating in or attending any meetings or conferencesHemisphere, the other parties hereto shall keep such party promptly Company and reasonably apprised their respective Subsidiaries or individual customer pricing information, (y) as necessary to comply with respect thereto; contractual arrangements or applicable Laws and (vz) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 7.8 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party or entity providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other and Parent in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the Contemplated Transactions by or on behalf of any Party. Notwithstanding the foregoing or any provision of this Agreement, the Buyer and its Affiliates (including, following the Closing, the Company’s and its Subsidiaries’) shall not be required to (A) divest, hold separate, sell, license, discontinue or otherwise limit its or their ability to use commercially reasonable efforts any of its or their businesses, product lines, equity holdings, Contracts, services, assets or operations, or any business, product lines, equity holdings, Contracts, services, assets or operations, including, without limitation, of the Company and its Subsidiaries, (B) accept or implement the imposition of any limitation or regulation on the ability of the Buyer and its Affiliates to cooperate freely conduct its and their (and following the Closing, the Company’s or its Subsidiaries’) businesses or to own, control, or retain the securities of any of the Company or its Subsidiaries unless such limitation or regulation is not material to the businesses of the Company and its Subsidiaries, and the business of the Buyer and its Subsidiaries that is substantially the same as the Service, taken as a whole, (C) oppose any Action filed or initiated by any Person challenging or that could result in a challenge to the lawfulness of the Contemplated Transactions, or (D) submit to any Order providing for any of the foregoing actions. Further, notwithstanding anything in this Agreement to the contrary, the Buyer shall determine the strategy to be pursued for obtaining and lead the effort to obtain all requisite approvals, orders and authorizations under applicable Antitrust Laws for the Contemplated Transactions from any Antitrust Authority or other applicable Governmental Authority. Each of the Seller and the Buyer shall bear fifty percent (50%) of all filing fees for the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending under the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental AuthorityHSR Act for the Contemplated Transactions.

Antitrust Laws. Without limiting (a) Each of Parent and the generality Company shall: (i) as promptly as practicable, but in no event later than five Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, HSR Act with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, (including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Persontermination); (ii) keep use Commercially Reasonable Efforts to take all actions necessary to obtain the required consents from Antitrust Authorities; and (iii) at the earliest practicable date comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent and the Company will (A) promptly notify the other parties reasonably informed Parties of any written communication made to or received by such party Parent or its Representatives fromthe Company, or given by such party or its Representatives toas the case may be, from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; hereby, (iiiB) subject to applicable Law, permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance any proposed written communication to any such Antitrust Authority and incorporate the other Parties’ reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any meeting filing, investigation or conference withinquiry concerning this Agreement or the transactions contemplated hereby unless, any Governmental Authority orto the extent reasonably practicable, it consults with the other Parties in connection with any proceeding by a private Personadvance and, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, in each case with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting (a) Purchaser shall: (i) as promptly as practicable but in no event later than the generality fifteenth (15th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost connection with this Agreement and expense, with respect to the transactions contemplated hereby hereby; (ii) use its best efforts to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and under any other applicable Antitrust Law, as promptly as practicable, and in any event prior to supply the End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; and (iv) consult and cooperate with Seller, and consider in good faith the views of Seller, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws. Purchaser shall not communicate with any Antitrust Authority, whether orally or in writing, without notifying Seller. Seller shall (x) as promptly as reasonably practicable but in no event later than the fifteenth (15th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of it or any additional information and documentary material that may be reasonably requested pursuant to of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (y) consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the any Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for of the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep Parties will promptly notify the other parties reasonably informed Party of any written communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, Party from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by hereby. Neither Party will participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement; (iii) permit a Representative of Agreement or the transactions contemplated hereby unless it consults with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting Buyer and the generality of Section 10.1 Seller agree to make, and Section 10.3to cause their Affiliates to make, to the extent required any necessary filings under any Laws that are designed applicable Competition Law as soon as practicable after execution of this Agreement. Each Party will, and will cause its Affiliates to, comply at the earliest practicable date with any request under any applicable Competition Law to prohibitprovide information, restrict documents or regulate actions having the purpose or effect of monopolization or restraint of trade other materials requested by any Governmental Authority. Each Party will, and will cause its Affiliates to, use their commercially reasonable efforts to (“Antitrust Laws”)i) resolve as soon as practicable objections, each party hereto agrees to make if any, asserted by any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, Governmental Authority with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper this Agreement or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement and (ii) obtain expiration of the applicable waiting period and all requisite clearances and approvals under such applicable Competition Laws (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or before March 15, 2022 (or until June 15, 2022, if Buyer’s Board of Directors (in its sole discretion) has extended the period of time to consummate a business combination in accordance with its Organizational Documents, or such later date as Buyer (under the authority of its Board of Directors) and the Seller may mutually agree, the “End Date”), without challenge by any Governmental Authority, and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement. Further, each Party will, and will cause its Affiliates to, coordinate and cooperate with the other Parties in connection with their efforts to satisfy the Antitrust LawConditions or otherwise in connection with the requirements of this Section 6.03(b), use its commercially reasonable efforts to: including (iA) cooperate cooperating in all respects with each the other party hereto or its Affiliates in connection with any filing or submission and Parties in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (iiB) keep keeping the other parties reasonably Parties promptly informed of any material communication received by such party Party or any of its Representatives from, or given by such party or its Representatives to, Affiliates from any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; hereby, (iiiC) permit a Representative of providing the other Parties and their respective outside counsel advisors with a reasonable opportunity to (1) review any proposed communication given by it tosuch Party or its Affiliates with any Governmental Authority, and (2) consult with each other in advance of such Party before any meeting or conference with, with any Governmental Authority orAuthority, in connection with any proceeding by a private Person, with any other Person, and (3) to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, and (4) providing such other information and assistance as such Party may reasonably request in connection with the other parties hereto shall keep such party promptly foregoing. Buyer and reasonably apprised the Seller will each be responsible for the payment of one-half of all filing fees under any applicable Competition Law. Notwithstanding anything to the contrary in this Agreement, if any objections are raised or asserted with respect thereto; and to the transactions contemplated hereby under any applicable Competition Law or if any Proceeding is instituted (vor threatened to be instituted) use commercially reasonable efforts to cooperate by any Governmental Authority challenging the transactions contemplated hereby as being in the filing violation of any memorandaapplicable Competition Law, white papersor which would otherwise prevent, filingsimpede, correspondence or other written communications explaining or defending delay the consummation of the transactions contemplated hereby, articulating the Parties shall use their commercially reasonable efforts to resolve any regulatory such objections or competitive argumentactions so as to permit the consummation of the transactions contemplated hereby as soon as reasonably practicable; provided that, and/or responding and notwithstanding anything to requests the contrary set forth herein, no Party will be required to enter into any Contracts or take any other actions to resolve any such objections made or actions if such a Contract or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of the transactions contemplated hereby, (ii) result in the transactions contemplated hereby being rescinded, (iii) require or compel Buyer to divest, dispose of, license, or hold separate any portion of the business, operations, assets, or product lines of Buyer or its Affiliates, or (iv) restrict, prohibit or limit the ability of Buyer or any of its Affiliates to conduct their business. In no event shall Buyer or any of its Affiliates be obligated to (x) enter into any settlement, undertaking, consent decree, stipulation or Contract with any Governmental Authority in connection with the transactions contemplated hereby or (y) litigate or participate in the litigation of any Proceeding, whether juridical or administrative, brought by any Governmental AuthorityAuthority challenging or seeking to restrain, prohibit, or place conditions on the consummation of the transactions contemplated hereby or the ownership or operation by Buyer or any of its Affiliates of all or a portion of their respective businesses.

Antitrust Laws. (a) Parent and the Company shall ------------- -------------- together discuss and formulate the approach to be taken with respect to Antitrust Authorities; provided, however, that Parent shall have the right to -------- ------- determine the overall strategy with respect to any filings, submissions of information or documentary materials to, proceedings or negotiations with, or any other discussions, meetings, consultations, conversations or interactions with (collectively, "Contacts"), any Antitrust Authority. Without limiting the -------- generality of Section 10.1 and Section 10.3the foregoing, but subject to the extent required under immediately succeeding sentence, prior to any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, Contacts with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust LawAuthority by Parent or any of its Subsidiaries or by the Company or any of its Subsidiaries, use its commercially reasonable efforts to: Parent and the Company shall each have the right to (i) cooperate in all respects with each the case of filings, submissions of information or documentary materials, review such Contacts prepared by the other party hereto and comment with respect thereto and the other party shall be required to incorporate into such Contacts all reasonable comments of Parent or its Affiliates in connection with any filing or submission the Company, as the case may be, and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep discuss prior to any Contacts the other parties reasonably informed appropriate approach to be taken with respect thereto. As part of its overall strategy, Parent shall determine the timing of any communication received by such party or its Representatives from, or given by such party or its Representatives to, Contacts with any Governmental Antitrust Authority and of any communication received or given Parent shall be entitled to act as the spokesperson in connection with any proceeding by a private Persontherewith; provided that, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAuthority, give Parent -------- shall afford the Company a Representative or Representatives of the other Parties the reasonable opportunity to attend and participate in any such meetings and conferencesContacts; (iv) in provided further, that the event a Representative Company shall not initiate any material -------- ------ Contacts with any Antitrust Authority regarding any of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated herebyhereby without Parent's prior consent, articulating it being understood that the Company may respond to any regulatory such Contacts or competitive argument, and/or responding to requests or objections made for Contacts which are initiated by any Governmental Antitrust Authority, or as otherwise required by applicable Law. The parties hereto agree to provide to each other copies of all correspondence between it (or its advisors) and any Antitrust Authority relating to this Agreement or any of the matters described in this Section 7.09.

Antitrust Laws. Without limiting the generality (a) In furtherance and not in limitation of Section 10.1 4.2, within five Business Days after the date of this Agreement, Parent shall, or shall cause Merger Sub to, on the one hand, and Section 10.3the Company shall, to or shall cause its subsidiaries to, on the extent other hand, make any and all filings which are required under the HSR Act and any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“other Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, Law with respect to the transactions contemplated hereby as promptly as practicableby this Agreement. The Company shall furnish to Parent, and Parent shall, and shall cause Merger Sub to, furnish to supply as promptly as reasonably practicable any additional the Company, such necessary information and documentary material that reasonable assistance as the other may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, request in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Law. The Company shall promptly inform Parent, and Parent shall promptly inform the Company, as to any material communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission and the United States Department of Justice; to the extent practicable, Parent and the Company shall each permit the Company or Parent (as the case may be) to review in connection advance and consider in good faith the other Party’s reasonable comments in any communication given by it to any Governmental Entity, and, to the extent there are any meetings or substantive telephone or video calls with any investigation Governmental Entity, the Company and Parent shall each permit the other to attend such meetings or calls unless prohibited by such Governmental Entity; provided that materials required to be provided pursuant to this Section 4.4 may be restricted to outside counsel and may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address legal privilege concerns. Each Party shall use its respective Reasonable Efforts to comply as promptly as possible with any such inquiry or request. Each Party hereby covenants and agrees to use Reasonable Efforts to secure termination of any waiting periods under the HSR Act and any other inquiryAntitrust Law, to obtain the approval of any Governmental Entity necessary to consummate the transactions contemplated hereby and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated hereby; provided, however, that nothing contained herein shall require Parent, Merger Sub or any of their respective affiliates to (a) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (b) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding initiated by seeking a private Person; (iitemporary restraining order or preliminary injunction) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding challenging any of the transactions contemplated by this Agreement; (iii) permit a Representative hereby as violative of any Antitrust Law. Parent and the Company shall each be responsible for 50% of the other Parties filing fees payable under the HSR Act and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, Antitrust Law. The Parties acknowledge and agree that the Company’s liability for 50% of the fees as described in the foregoing sentence shall be included as an accrued liability in the Final Statement for purposes of determining Closing Net Working Capital to the extent permitted by that the Company has not paid such Governmental Authority or other Person, give a Representative or Representatives of fees prior to the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental AuthorityClosing.

Antitrust Laws. Without limiting the generality (a) Each of Section 10.1 Seller and Section 10.3, Buyer have made an appropriate filing of all pre-merger notification and report forms pursuant to the extent required under any Laws that are designed to prohibitHSR Act, restrict or regulate actions having and early termination of the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, waiting period imposed by the HSR Act has been received with respect to the transactions contemplated hereby as promptly as practicable, by this Agreement. Seller and Buyer will use their respective commercially reasonable efforts to supply respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) for additional information or documentation and documentary material to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters; provided, that nothing contained in this Agreement will be deemed to preclude either Seller or Buyer from negotiating reasonably and in good faith with any Governmental Authority regarding the scope and content of any such requested information or documentation so long as such negotiations are conducted promptly and diligently. Seller and Buyer will use their respective commercially reasonable efforts to overcome, as promptly as reasonably practicable, any objections that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessaryraised by the FTC, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under Division or any other Governmental Authority having jurisdiction over any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission . Each of Buyer and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) Seller will keep the other parties reasonably informed Party promptly apprised of any communication received by such party communications with, and inquiries or its Representatives requests for information from, or given by any such party or its Representatives toGovernmental Authority, any Governmental Authority and including promptly providing to the other Party copies of any communication received or given in connection such written communications, and will consult with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference with, with any such Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, (and to the extent permitted by such the applicable Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties Party the opportunity to attend and participate in any such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in meeting or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityconference).

Antitrust Laws. Without limiting Sellers and Buyer agree to make, and to cause their Affiliates to make, any necessary filings under the generality of Section 10.1 HSR Act and Section 10.3, under PROJECT EMERALD – PURCHASE AND SALE AGREEMENT PAGE 47 the Laws relevant to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having filings listed in Section 2.4(a) of the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply Disclosure Schedule as promptly as reasonably practicable after execution of this Agreement. Buyer shall, and shall cause its Affiliates to, respond at the earliest practicable date with any additional information request under the HSR Act or any other antitrust Laws to provide information, documents or other materials requested by any Governmental Body. Buyer shall, and documentary material that may be reasonably requested pursuant to Antitrust Laws and shall cause its Affiliates to take all other actions reasonably necessarynecessary to, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws (A) resolve as soon as practicablepracticable objections, including if any, asserted by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection any Governmental Body with its efforts respect to obtain all requisite approvals and authorizations for this Agreement or the transactions contemplated by this Agreement and (B) obtain promptly all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or Orders from any Governmental Body necessary in connection with the consummation of the transactions contemplated by this Agreement, including to secure the termination or expiration of the applicable waiting period and all requisite clearances and approvals under the HSR Act and any other antitrust Laws (collectively, the “Antitrust LawConditions”) as promptly as practicable and in any event on or prior to the End Date, use its commercially reasonable without challenge by any Governmental Body, and otherwise resolve any objections, if any, asserted by any Governmental Body with respect to this Agreement or the transactions contemplated by this Agreement, including, but not limited to, by (x) seeking to prevent the initiation of, and defending any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, (y) avoiding the entry of, or causing to be lifted or rescinded any injunction, judgment, order or ruling entered by any Governmental Body adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement, and (z) divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, or entering into a consent decree order requiring the divestiture or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. Further, each of Buyer and Sellers shall, and shall cause their Affiliates to, coordinate and cooperate with the other in connection with efforts to: to obtain all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or orders from any Governmental Body necessary in connection with the consummation of the transactions contemplated by this Agreement, including satisfying the Antitrust Conditions which shall include (i1) cooperate cooperating in all respects with each the other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii2) keep keeping the other parties reasonably promptly informed of any material communication received by such party or its Representatives from, or given by such party or its Representatives to, from any Governmental Authority and Body, including the Federal Trade Commission or U.S. Department of any communication received Justice or given in connection with any proceeding by a private Person, in each case similar foreign Governmental Body regarding any of the transactions contemplated by this Agreement; hereby, (iii3) permit providing the other and its advisors with a Representative reasonable opportunity to (I) review and comment upon any proposed communication with any Governmental Body and consider in good faith the views of the other Parties and their respective outside counsel in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal or other communication to review be made or submitted in connection with any communication given by it torequest, and inquiry, investigation, action or legal proceeding of a Governmental Body, (II) consult with each the other in advance of prior to any meeting or conference with, with any Governmental Authority orBody, in connection with any proceeding by a private Person, with any other Person, and (III) to the extent permitted by such Governmental Authority or other PersonBody, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (vIV) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.providing

Antitrust Laws. Without limiting the generality of anything contained in Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict 6.2(a) or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”)elsewhere in this Agreement, each party hereto of the parties undertakes and agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws file as soon as practicable, including by requesting early termination a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice, Antitrust Division (the “Antitrust Division ”) and as promptly or reasonably practicable to make all other required Antitrust Filings. Each of the parties shall (i) respond as promptly as practicable to any inquiries received from the FTC, the Antitrust Division or other applicable Governmental Authorities for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority; and (ii) not extend any waiting period provided for under the HSR Act and other applicable antitrust or competition Laws, rules or regulations or enter into any agreement with the FTC, the Antitrust Division or other applicable Governmental Authorities not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall use its best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation Law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger (including if so requested by the Company by agreeing to dispose of, hold separate or accept limitations on the activities of, any businesses or assets) so as to enable the Closing to occur as soon as reasonably possible, but in any event in sufficient time to ensure that the Effective Time occurs before the Termination Date. Subject to the following sentence, and subject to Parent’s obligation under the preceding sentence, the parties agree that Parent and its counsel shall have the primary lead role in any discussions and negotiations with any Governmental Authorities with respect to the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: shall (i) cooperate in all respects with each promptly notify the other party hereto of any written communication to that party or its Affiliates affiliates from any Governmental Authority and, subject to applicable Law, permit the other party to review in connection with advance, and take into account any filing or submission and reasonable comments of the other party in connection with relation to, any investigation or other inquiry, including proposed written communication to any proceeding initiated by a private Personof the foregoing; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives fromnot agree to participate, or given by such party to permit its affiliates to participate, in any substantive meeting or its Representatives to, discussion with any Governmental Authority and in respect of any communication received filings, investigation or given in connection inquiry concerning this Agreement or the Merger unless it consults with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of gives the other Parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect theretomeeting; and (viii) use commercially reasonable efforts to cooperate in furnish the filing other party with copies of any memoranda, white papersall correspondence, filings, correspondence or other written and communications explaining or defending (and memoranda setting forth the transactions contemplated herebysubstance thereof) between them and their affiliates and their respective representatives on the one hand, articulating any regulatory or competitive argument, and/or responding to requests or objections made by and any Governmental AuthorityAuthority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger, except to the extent (x) the disclosure of any such information would violate the terms of any confidentiality agreement with a third party or (y) such information relates to competitively sensitive matters if the exchange of such information, as determined by such party’s counsel, may result in antitrust difficulties for such party (or any of its affiliates); provided that in the case of clause (y), such information shall be provided to the other party’s counsel, who shall agree not to disclose such information to its client.

Antitrust Laws. Without limiting (a) Each of Parent and the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade Company shall (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby i) as promptly as practicable, but in no event later than three business days after the date hereof, take all actions necessary to supply as promptly as reasonably practicable file or cause to be filed any additional information filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and documentary material that may be reasonably requested the transactions contemplated hereby, including the Notification and Report Forms required pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shallHSR Act (and, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Lawtherewith, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Personrequest early termination); (ii) keep use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities and (iii) at the earliest practicable date, comply with any formal or informal written request for additional non-privileged information or non-privileged documentary material received by it or any of its Affiliates from any Antitrust Authority. Subject to applicable Law, each of Parent and the Company will: (A) promptly notify each other parties reasonably informed of any written communication made to or received by such party Parent or its Representatives fromthe Company, or given by such party or its Representatives toas the case may be, from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreementhereby; (iiiB) permit a Representative each other to review in advance any proposed written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend and participate in (D) furnish each other with copies of all correspondence, filings (other than attachments to each Party's Notification and Report Form under the HSR Act) and written communications between such meetings Party and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending their Affiliates and their respective Agents, on one hand, and any meetings or conferencessuch Antitrust Authority, on the other parties hereto shall keep such party promptly and reasonably apprised hand, in each case, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting (a) Each of Parent and the generality Company shall (or shall cause their Affiliates to): (i) as promptly as practicable, but in no event later than five Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the HSR Act and a pre-merger notification pursuant to subsection 114(1) of the Competition Act (and Parent shall file with its notification a letter submission to the Commissioner of Competition requesting an advance ruling certificate pursuant to subsection 102(1) of the Competition Act or, in lieu thereof, written confirmation that the Commissioner of Competition does not intend, at that time, to apply to the extent required under any Laws that are designed Competition Tribunal pursuant to prohibit, restrict or regulate actions having section 92 of the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”Competition Act), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, both with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Personhereby; (ii) keep use commercially reasonable efforts to take all actions necessary to obtain the required consents from Antitrust Authorities; and (iii) at the earliest practicable date comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent and the Company will (A) promptly notify the other parties reasonably informed Parties of any written communication made to or received by such party or its Representatives fromeither Parent and/or the Company, or given by such party or its Representatives toas the case may be, from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; hereby, (iiiB) subject to applicable law, permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance any proposed written communication to any such Antitrust Authority and incorporate the other Parties’ reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any meeting filing, investigation or conference withinquiry concerning this Agreement or the transactions contemplated hereby unless, any Governmental Authority orto the extent reasonably practicable, it consults with the other Parties in connection with any proceeding by a private Personadvance and, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, in each case with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. Notwithstanding any requirement in this Section 5.3, articulating to the extent that a Party (the “Supplying Party”) is required to provide any regulatory document or competitive argumentinformation to the other Party (the “Receiving Party”) that contains information that the Supplying Party, and/or responding acting reasonably, deems to requests be competitively-sensitive, in lieu of supplying such document or objections made by any Governmental Authorityinformation the Supplying Party may provide a redacted version to the Receiving Party removing the competitively sensitive information provided that the Receiving Party also provides a complete, non-redacted version to the Receiving Party’s external legal counsel on an “external counsel only basis” and the Receiving Party does not request and will not receive the redacted information from its legal counsel.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, (a) Subject to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect terms and conditions of monopolization or restraint this Agreement each of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost Seller and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto Purchaser shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Laweach of Seller and Purchaser shall cause their respective Subsidiaries to, use its commercially reasonable best efforts to: (i) cooperate as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof (or at such later time, not to exceed the twentieth (20th) Business Day, as may be requested by Purchaser in writing to permit the occurrence of pre-filing conferences with any applicable Governmental Entity), or on such other date as the Parties may agree, take all respects with each other party hereto actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with any filing or submission this Agreement and in connection with any investigation or other inquiry, including any proceeding initiated by a private Personthe transactions contemplated hereby; and (ii) keep at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of the Parties will promptly notify the other parties reasonably informed Party of any written or, if not written, material, communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, Party from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) hereby, and, subject, in each case, to applicable Law, if practicable, permit a Representative of the other Parties and their respective outside counsel Party to review any communication given by it to, and consult with each other in advance any proposed written communication to any such Antitrust Authority and incorporate the other Party's reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any meeting filing, investigation or conference withinquiry concerning this Agreement or the transactions contemplated hereby unless, any Governmental Authority orto the extent reasonably practicable, it consults with the other Party in connection with any proceeding by a private Personadvance and, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. Without limiting the generality of the foregoing, articulating subject to applicable Law, each Party shall provide to the other Party (or its Representatives) upon request copies of all correspondence between such Party and any regulatory Antitrust Authority and all productions by such Party to any Antitrust Authority, in each case relating to the transactions described herein. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.5(a) as "outside counsel only." Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or competitive argumentdirectors of the recipient without the advance written consent of the Party providing such materials. In addition, and/or responding to requests the extent reasonably practicable, all discussions, telephone calls, and meetings with an Antitrust Authority regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or objections made submitted to any Antitrust Authority regarding the transactions described herein by or on behalf of any Governmental AuthorityParty.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, Prior to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”)date hereof, each party hereto agrees of Buyer and the Group Companies has filed the Notification and Report Forms required pursuant to make the HSR Act. Each of Buyer and the Group Companies shall: (x) use reasonable best efforts to take all actions necessary to obtain the expiration or termination of the waiting period under the HSR Act and any other consents required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, from any Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (y) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Buyer and the Group Companies shall: (w) promptly notify each other of any substantive written communication made to or received by Buyer or the Group Companies, as promptly as the case may be, from any Antitrust Authority regarding any of the transactions contemplated hereby; (x) subject to applicable Law, permit each other to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (y) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to supply as promptly as reasonably practicable the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend; and (z) furnish each other with copies of all substantive correspondence, filings and written communications between such Party and their Affiliates and their respective Representatives, on one hand, and any additional information such Antitrust Authority or its respective staff, on the other hand, in each case, with respect to this Agreement and documentary material the transactions contemplated hereby; provided, however, that the Parties shall not be required to share filings made under the HSR Act; and provided, further, that materials may be reasonably requested pursuant redacted before being provided to Antitrust Laws the other Party (x) to remove references concerning the valuation of the Group Companies or individual customer pricing information, (y) as necessary to comply with contractual arrangements and (z) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns. Without limiting the foregoing, Buyer shall take all other actions reasonably necessary, proper or steps necessary and prudently advisable to cause avoid or eliminate any impediment under any Antitrust Law so as to: enable the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party Parties hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for close the transactions contemplated by this Agreement under as promptly as possible and avoid any Antitrust Lawlawsuit by any Governmental Authority which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date; provided, use its commercially reasonable efforts to: (i) cooperate however, that Buyer’s obligations in all respects with each other party hereto this Section 6.3 shall not require Buyer or its Affiliates in connection to propose or agree to sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses, relationships, contractual rights or obligations, or interests of Buyer, the Group Companies or any of their respective Affiliates, nor take such other actions that otherwise limit Buyer’s freedom of action with any filing or submission and in connection with any investigation or other inquiryrespect to, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding ability to retain any of the transactions contemplated by this Agreement; (iii) permit a Representative businesses, product lines or assets of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferencesBuyer, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memorandaGroup Companies, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authoritytheir Affiliates.

Antitrust Laws. Without limiting the generality of Section 10.1 9.1 and Section 10.39.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.